One in 14,000,605
by WhatSup121
Summary: "Please, Dr. Strange don't make me do this anymore. I can't do this, I can't." Peter wanted to scream in agony. 14,000,605 possibilities. 14,000,605 lives. He can't deal with this again. Everyday he wakes up is a living nightmare. Please don't make him do this again. Please. Why does this have to be him?
1. Nightmare

_Life:1_

The day had started like any other. Peter had grabbed breakfast on his way out the door, waving to Aunt May with a half-eaten piece of toast in his mouth.

As usual, he web-slung to school, the wind rushing past him as he flipped and twisted in the air. Peter couldn't help but smile, it was incredible being Spider-Man. Sure, some days he wished he could have a normal life, but he really couldn't imagine himself without his abilities. It was a major part of who he was, and he wouldn't change a single thing about it.

Even if he really missed his Uncle Ben.

Peter really wished that his uncle could all the good he has done for New York. The smiles on the faces of all the people he helped gave Peter a warm feeling in his heart that could never be extinguished. As long as being Spider-Man made an impact in others lives, Peter would continue helping others. Even if it was just a small deed, rescuing cats, helping old ladies across the street, or even stopping a petty bike robbery.

It made all the difference in Peter's eyes.

He let out an exhilarated laugh as he spun yet again in the air between releasing one web and shooting another. Smile growing wider, he attempted a particularly complicated flip that drew him cheers from the pedestrians below when he completed it. It was a beautiful day to be web-slinging around the city and Peter was enjoying every second of it. Unfortunately, he had school to go to. Sighing, he swung down into an alleyway and changed into his school clothes.

Cautiously looking around to make sure no one saw him changing, he left the alleyway and walked the short distance to school. Today, they were supposed to be going on a field trip. Peter normally liked going on field trips, he loved being able to see new things and learn from each trip. The only problem was that this field trip was that it was to Stark Industries. The place where he interns everyday.

Sure, the other kids in his class knew that he interned for SI, but that didn't mean that they believed him. The competition for an internship at Stark Industries was absolutely crazy, people fought each other like rabid animals just for the opportunity to get an interview for the position. So, the fact that Peter, a 'regular' high school teen got a internship there, was a completely laughable and ridiculous idea in the eyes of his peers. This in turn led to a lot of mocking and jeers from his classmates. Flash bullied him incessantly over his 'fake' internship. Although, for once, Flash wasn't the only one making fun of Peter's internship.

The whole _school_ did.

Not only did his classmates mock him, with the exception of Ned and MJ(Although MJ still continued to call him a loser and make fun of his failures, she mocked him to a lesser extent than everyone else), Peter's teachers didn't believe that he actually had an internship at SI.

So, it was with that fact in mind that Peter sullenly walked into his classroom.

"Well, look who it is, it's our resident _intern_." Flash really couldn't leave him alone for one second, could he?

Peter pointedly ignored Flash and stiffly walked to his seat next to Ned, who was practically bursting from excitement.

"I can't believe we're actually going on a trip to _Stark Industries!_ Can you believe it? Think of all the cool tech we're going to see there! Like Iron Man's suits! And maybe Tony Stark kept all the Avenger's gear! I mean I know they're kind of all broken up now but maybe Stark still has all of their old stuff around. I mean he has to right? That stuff is way too valuable and dangerous not to keep. And—" Ned gasped melodramatically and leaned over to whisper to Peter. "What if they have your suit?!"

Peter resisted the urge to bury his face in his hands. He did not want to be dealing with this today. He was dreading this trip, and Ned's excited rambling was only making the dread sink deeper in his stomach. "What do you mean have my suit?"

"Well, Tony Stark made your suit right? So what if he has a prototype or something on display at headquarters?"

Peter held himself back from banging his head against the wall. His patience had been growing thin ever since he had arrived at school. He blamed the upcoming field trip. "Ned, I have a secret identity remember? The suit has a biometric scan specifically made for me so no one other than me has the ability to wear it. I doubt Mr. Stark would leave my suit, even if its just a prototype, out for anyone to steal it. If anyone gets their hands on that suit, they could use those scans to find out my identity, which is kept secret for a reason."

Ned started to protest. "But—"

"Alright class, it's time to get a move on! Everyone get on the bus for our highly anticipated trip to Stark Industries!" Whatever Ned was going to say was cut off by their teacher, who was accompanying them to supervise the teens on the trip.

Peter dejectedly made his way to the bus, a few of his classmates leering at him when he walked the aisle to find a seat to sit in. Trying to ignore the comments, Peter looked down at his feet to distract himself from the unsettling feeling growing in his stomach. He amounted it to be dread over the trip.

He was wrong.

If only he had known what exactly would happen that day.

A tingling sensation shocked Peter out of his stupor. Glancing out the bus window, he noticed a giant floating alien spaceship. _Well, that was new._ He tapped Ned's back, who was sitting in front of him deeply immersed in watching Star Wars on his phone.

"Ned, hey. I need you to cause a distraction." Peter looked around the bus to see if anyone was paying attention to him. Everyone else seemed to be on their phones, similarly to Ned. Good, no one would notice him jumping out the window.

"_Holy shit._" Ned didn't hear anything Peter had just said to him. Ned was too caught up in his panic of seeing the alien warship just out the window. "We're all gonna _die!_ There's a spaceship! _Oh, my god!"_

Oh, well that worked better than Peter thought it would.

Slipping on his mask, he jumped out the bus window and straight into the danger of battle.

This was going to be _way_ better than a field trip.

Once again, he was so wrong.

…..

Okay, this was officially the craziest day of Peter's entire life. He just traveled through _space._ He didn't know whether to call that cool or scary.

He had almost _died._

Peter was only seventeen, and had just crashed a giant alien spaceship. Well, Tony had helped, but still an alien spaceship.

_Whew, I think I need to sit down for a minute._ Peter was feeling kind of overwhelmed right now. Just a few minutes ago he had been sure he was living out the sci-fi movie Alien. But, so far he was good. No aliens impregnating him or anything. No one could ever be too sure, just think about the possibilities! Scientifically, there is so much life out in the universe. Peter is certain that somewhere the creatures in the Alien movie exist somewhere. Peter just hoped that he would never encounter them. He wasn't sure his poor heart could take that much stress, he was already dealing with so much right now.

And then there was that tingling sensation again.

"Let me just say, if aliens wind up implanting eggs in my chest or something and I eat one of you I'm sorry." What could Peter say? It was a genuine concern he had for his safety.

"I do not want another single pop culture reference out of you for the rest of the trip. You understand?" _Aww._ Peter really loved watching movies, even if they sometimes gave his imagination way too many ideas. Sometimes his imagination scared him.

"I'm trying to say something is coming." Peter could barely get the warning out before an explosion sent him flying into the rubble of the ship.

The impact with the ground made him black out for a couple of seconds. Blinking rapidly, Peter tried to dispel any lingering haziness creeping in at the corner of his vision. Vision clearing, his eyes focused on what was directly in front of him.

"Whoa, whoa, whoa!" There was a creepy alien with glowing antennas. It was his worst nightmare. _Alien eggs._

"Please don't put your eggs in me!" Peter scrambled backwards, desperately trying to get himself away from the alien chasing him.

He shot out his webs briskly one after another, pinning the alien's arms stuck to her body. Suddenly, feet knocked him to the ground. Peter rolled backwards with the impact in order to land on his feet, but as soon as his feet gained purchase, there was an alien weapon shooting at him. Adrenaline pumping, he jumped to the collapsed structures that has once held up the ceiling of the ship. Using his spider legs, he leapt at the masked man shooting at him only to be hit with an electrified rope.

Electricity coursed through his body, making Peter scream as he hit the ground. He grit his teeth as the impact with the metal ground aggravated his sore muscles. _Ouch, that was going to leave a mark in the morning._ The masked alien man walked over to him, picking him up roughly with one arm, the other aimed at his head with his gun. Peter squirmed in his grip, trying to escape, but it was difficult with his arms wrapped to his side.

"Everybody stay where you are. Chill the eff out." Peter huffed in frustration, _it's kind of hard to chill out when you're being held hostage._

"I'm going to ask you this one time. Where is Gamora?"

Peter blinked.

What?

Who's that?

"Yeah. I'll do you one better. Who's Gamora?" Mr. Stark voiced Peter's thoughts exactly.

"I'll do you one better. Why is Gamora?" That just made Peter even more confused, isn't that other alien on the same team as the man holding him hostage? That question wasn't even correct grammar! Peter would know, his English teacher always got onto him about his grammar in his essays.

"Tell me where the girl is or I swear to you I'm gonna French fry this little freak." Peter started to panic a little.

_Please don't._ Peter silently begged.

"Let's do it. You shoot my guy and I'll blast him. Let's go!" Peter was fairly sure that was a bluff. He could hear a hint of worry in Mr. Stark's voice.

"Do it, Quill! I can take it!" The alien Mr. Stark had pinned was either really brave or really stupid. Iron Man's weapons were completely and utterly dangerous. Anyone could see that just by looking at the flickering electricity coming off the gun. And Quill? Was that his captor's name? As in a feather or writing utensil? That's an odd name.

"No, he can't take it!" That was the alien girl with the antennas. Peter struggled some more in the grip of Quill to spare a glance at her. At least she was smarter than the other alien. She seemed to be completely aware of the danger her friend was in.

"She's right. You can't." Peter shot another glance around the room to see that was the wizard man.

"Oh, yeah? You don't wanna tell me where she is? That's fine."

_No, no, no no no. _Peter's breathing frantically increased. _Please don't shoot me. I swear I've almost died like three times on this trip._

"I'll kill all three of you—"

_I'm too young to die. _Peter wailed in his head.

"—and I'll beat it out of Thanos myself."

Wait, wasn't that the dude that they were fighting?

"Starting with _you_."

Any thoughts about Thanos completely dissipated from his mind. _Ok, now I'm really going to die._ Peter shut his eyes, he didn't want to see the look on Tony's face when the trigger was pulled.

"Wait, what, Thanos? All right let me ask you this one time. What master do you serve?" Peter almost laughed, despite the circumstances he was currently facing. 'What master do you serve?' That sounds like a quote from a movie.

"What master do I serve?" His captor held back a scoff. "What am I supposed to say, 'Jesus'?"

"You're from Earth." It was more of a statement rather than question.

"I'm not from Earth, I'm from Missouri." Peter snorted indignantly, someone really knew their fifth grade geography.

"Yeah, that's on Earth, dipshit. What are you hassling us for?" Peter just wanted to stop being held hostage now.

Peter decided to finally step up and say something. He was really confused on where this weird alien group's allegiance laid. "So you're not with Thanos?"

"With Thanos? No, I'm here to kill Thanos." Well, that was comforting. But, could he please remove the _gun_ from his face now? That would make Peter feel much better.

"He took my girl." Ahhh, that explained who Gamora was.

"Wait, who are you?" Peter agreed, he was asking the same question in his head.

"We're the Avengers, man." Peter hoped this man knew who the Avengers were, anyone from Earth knows the Avengers. They were the Earth's mightiest heroes, does that ring a bell?

It was time for this Quill guy to _put down the gun._ It was really getting on Peter's nerves.

"You're the ones Thor told us about." Peter spluttered at the comment. _What!? No fair, they met Thor before me! And I'm an Avenger!_

"You know Thor?" Mr. Stark voiced Peter's incredulous thoughts.

"Yeah. Tall guy, not that good-looking, needed saving." _Oooooh, looks like someone's jealous. Either that, _Peter thought, _or we're talking about the wrong Thor._

"Where is he now?"

…..

It took awhile for their differences to be worked out, much to Peter's displeasure. He had really wanted to be released from that man's grasp much sooner.

It was_ uncomfortable _being held hostage.

But, eventually Peter got released and now here they were, _arguing_. It was rather pointless actually. They were getting nowhere because of it. They needed a plan, but they had nothing. Quill, turns out his first name was Peter too, but Peter was just going to call him Quill for his own sake, argued against almost everything Tony said. It didn't matter what his mentor said or did, Quill managed to find a way to do the exact opposite. It didn't help that the rest of his team followed his every move.

Peter didn't quite understand what their purpose was here. Apparently, it was "Kick names, take ass," or at least that was their response when Peter voiced his question.

So, all in all, they just argued.

And Tony got frustrated.

But that was all that happened.

Except for Dr. Strange, he was just, well, _strange._ He was sitting off to the side doing some sort of wizard thing. He was even _floating_. Peter wanted to know the physics behind _that._ It definitely didn't follow gravity. Well, it was magic, but magic has to follow some sort of logic, right? If not, everything Peter has learned in school would be pointless.

"Excuse me, but does your friend often do that?" The alien girl, Mantis (if Peter remembered her name properly), asked the group worriedly.

The group stopped arguing and looked towards their resident magic expert to see that he was rapidly twitching as if he was moving faster than time itself. Which, thinking about it, he probably was. Dr. Strange was phasing in and out of their reality, looking every direction seeing some unseen force. Suddenly, he screamed and collapsed to the ground after snapping out of his trance.

The wizard was gasping for breath. "I went forward in time to view alternate futures. To see all the possible outcomes of the coming conflict."

"How many did you see?"

"14,000,605" _Wow, that was a big number._

"How many did we win?"

"One." Well those weren't good odds. Dr. Strange took another deep breath and took a glance at Peter, looking him directly in the eyes.

"Just one." The look on Dr. Strange's face gave Peter the chills.

…..

There was a burning sensation in his chest, his body ripping itself up and trying to regenerate it at the same time. Peter had never felt anything like it. It wasn't like when he was hit by Ant-Man during the Civil War, or even when he was crushed under a building while facing the Vulture. Slightly panicking, he called out to Mr. Stark, as the genius always seemed to know what to do.

"Mr. Stark….. I don't feel so good." One of his hands flew to his stomach, the pain increasing tenfold in just a few seconds.

"You're alright." The worry was clear in the billionaire's eyes.

"I don't…. I don't know what's happening." That was a lie. He knew exactly what was happening. He was going to die, just like the others. He just didn't want to accept it, and he wasn't going to.

"I don't know…" Peter tried to walk towards his mentor, staggering a few steps, but another increasing wave of pain hit him and he was sent falling into Tony's arms. He could feel his grip on reality fading, so he desperately clung to Tony, hoping that if he held on tight enough it would keep him from fading to ashes like the others. Alas, the cruel truth was that he could do nothing to stop the inevitable.

"I don't wanna go." His vision was blurring in and out, and his head was starting to feel fuzzy. With alarm, he realized he couldn't feel his hands or legs anymore. Dread settled in his gut as he turned his head slightly on Tony's shoulder to look at his hands. Even with his vision impaired, he could see exactly what was wrong with his hands.

Some of his fingers were gone.

"I don't wanna go, sir." He watched as more of his hand faded away before his eyes. The charred ashes of his skin dissipating as they flew in the air.

"Please." He could barely feel Tony setting him down on the ground. Another wave of pain wrecked havoc throughout his body, making his tight grip on his mentor slacken.

"I don't wanna _go._" Maybe if I say it enough this won't be real, Peter thought to himself hysterically. This can't be real.

He knew in his heart he wasn't going to make it out of this battle.

He just hoped he would be older when this day came, and not in front of Mr. Stark.

He turned his gaze to the sky, he didn't want to see the pain on his mentors face when it happened. He refused to see the agony in Tony's eyes. Peter didn't even want to think about his looming death. He didn't want to think of the people he was leaving behind. He was supposed to help others.

He can't do that when he's dead.

"_Please._" His voice came out in a cracked whisper, only loud enough for Tony to hear his last word.

His eyes still turned to the sky, he finally relented his grip on reality to the power of the infinity stones.

And then there was nothing.

…..

_Life:2_

_ Beep._

_ Beep._

_ Beep._

Peter's alarm incessantly ringed over and over and over again. Groaning, he automatically shut off the alarm. _Just five more minutes._ Peter needs his sleep, he barely gets enough as it is. Throwing off the covers of his bed, Peter walks to his bathroom to brush his teeth and get ready for the day. After all, he has a field trip today.

Wait.

_Field trip?_

Peter freezes, wasn't the field trip _yesterday?_

And then everything comes back to him.

Aliens.

Spaceship.

Thanos.

One out of 14,000,605.

_Dying._

Peter quickly glanced down at his hands. No dust. Was it all a dream? Peter could have sworn that everything was real. Everything was so vivid. The colors, the smells, the sounds, the feelings. He remembered every single detail about it. There was no way it wasn't real, _right?_

"Peter! You're going to be late for school!" Aunt May called out to Peter from somewhere in the living room.

So, Peter brushes off the odd memories as a realistic dream. He couldn't have actually died. He was standing right here. And magic? Please, things like that don't exist in the real world.

But, somewhere in the back of his mind, a tiny voice said otherwise.

It wasn't a dream.

This is where the nightmare _begins._

**Disclaimer: I do not own Marvel.**

** So, here's a new story! I've had this idea in my head for awhile and now I've finally written it out. I'll try to get the next chapter out for this soon, but I'm still also working on A Choice so idk. **

** Sooo, if any of you notice, the dust scene is the same from one of my other stories, Goodbyes, but that's partly because I've started way too many documents on my computer based off that one scene and I'm tired of writing it over and over again. So, it's the same, but it only takes up a small portion of this chapter.**

** Anyways, thanks for reading! Feel free to leave a review and favorite!**


	2. Deja Vu

Odd.

That's all Peter could feel. Something felt wrong. It was bothering him during his web-sling to school. He couldn't even bring himself to enjoy the sunny day. No matter what he did he couldn't shake the feeling. He kept trying to brush it off as nothing, but his thoughts always went back to that dream.

It was so _real._

Sometimes Peter was scared at what his imagination could come up with. This dream was only another example. He could see it actually happening. The thought of it frightened him.

The thought of _dying_ frightened him.

He was a teen in high school. He shouldn't have to worry about these things. He should be worrying about his grades. He should be worried about normal teenage stuff.

_Not this._

Not of dying.

Not of this stupid dream.

Peter finally arrived at school. Maybe the torture of school would distract him from his thoughts. Anything would be better than thinking about the feeling of foreboding deep in his gut. It was making his stomach twist and turn. It made him want to throw up. He could only hope that would forget this dream like any other.

Peter's thoughts turned dark. Maybe Flash would finally lose his temper today and get the guts to punch Peter in the face. He knew that Flash wanted to, he could practically see the sadistic gleam in his eyes. Maybe then he would forget about his unsettling dream, the punch giving him a concussion and mild case of amnesia. That would solve his problem. Along with getting Flash in trouble with the school for misconduct. Flash getting expelled? That would make his day _so_ much better.

Peter walked in his classroom while stifling a yawn, he really hadn't gotten that much sleep. Although, he had still managed to have that overly complicated dream with little sleep. That was a feat in itself.

Flash noticed Peter's arrival and evidently felt the need to comment. "Well, look who it is, it's our resident _intern._"

Peter blinked once, and then he blinked again.

_What?_

Those were the _exact_ words Flash said to him when he arrived at school in his dream.

A small coincidence, right?

Peter ignored Flash once again, and took his seat next to Ned.

"I can't believe we're actually going on a trip to _Stark Industries!_ Can you believe it? Think of all the cool tech we're going to see there! Like Iron Man's suits! And maybe Tony Stark kept all the Avenger's gear! I mean I know they're kind of all broken up now but maybe Stark still has all of their old stuff around. I mean he has to right? That stuff is way too valuable and dangerous not to keep. And—" Ned gasped melodramatically and leaned over to whisper to Peter. "What if they have your suit?!"

Okay, this was too weird just to ignore. Peter was so shocked he could barely utter his next words. "Umm, could you repeat that?"

"Which part? Oh, you mean the part with your suit? Do you think that Stark put up a display for Spider-Man? That would be awesome!" Ned rambled on, not noticing Peter's panic-stricken face.

_That's it! I'm going insane! _Peter declared in his head as he rubbed his hands over his face. He was living his dream. Or maybe he was hallucinating.

That would be an easier explanation.

How else would he explain dying and coming back to life?

"Alright class, it's time to get a move on! Everyone get on the bus for our highly anticipated trip to Stark Industries!" _Oh, right. The field trip_. He had completely forgotten about the trip with the incredible sense of deja vu he had been feeling all day. Peter had been deep in his thoughts trying to come up with some sort of solution for his predicament when their teacher demanded that they all get on the bus.

Mumbling to himself, Peter got on the bus. He was still trying to convince himself that he was imagining everything. He was so determined to distract himself from his sense of deja vu that the sharp trill that ran through his head made him jump.

Oh no.

_Shit, not again._

It was that sense that warned him of incoming danger.

Yesterday was the first time he had ever felt it.

But yesterday was technically _today._

Ned screamed from his seat in front of Peter. "_Holy shit._ We're all gonna _die!_ There's a spaceship! _Oh, my god!_"

Peter sighed to himself as all of his peers moved to the back of the bus to catch a better glimpse at the floating alien ship.

_Here we go again._

And then he jumped out the window.

…..

Peter was desperately clinging to the alien warship as it was rising in Earth's atmosphere. The higher up they went, the harder it was for him to breathe. The air was so thin. With the lack of oxygen, Peter's arms began to shake. He was trembling. He didn't know how much longer he could hold on.

Putting a hand up to his face, Peter fumbled for the edge of his mask. Upon finding it, he grabbed it and tore it off his face. Maybe without the constricting cloth Peter would finally be able to breathe.

_Nope._ Peter wheezed as he tried to gasp for air.

_Come on Mr. Stark, where are you?_

If Peter's suspicions were correct, he was supposed to get a new suit in 3….

Peter's vision blurred in and out.

…..2…..

He could faintly feel his arms slackening and the start of his descent downwards towards Earth.

….1!

There was a clanking sound as a new suit wrapped itself around his body. Peter would have let out a sigh in relief if he wasn't already gasping for breath.

"Mr. Stark, it smells like a new car in here!" _Thank God for Mr. Stark's suit. _Peter's near death experiences were increasing by the minute.

Although, Peter was still kind of freaked out. He knew exactly what was going to happen and when it would happen. What exactly was happening to him? Peter's frustration was rising as the day went by. Why couldn't he just have a normal life? Oh, right. He was a teenage superhero. With a resigned sigh, he snuck himself back on the ship. For the second time. Or, at least what Peter assumed was a second time.

Well, at least he wasn't dead.

_Yet._

…..

Peter wanted to bash his head against the nearest wall. Or in this instance, against one of the giant slabs of sheet metal that had been ripped off of the ship they had crashed because there were literally no walls or buildings intact on this planet.

He was stuck here.

With these _idiots._

A sharp splitting pain struck Peter's head like a lightning bolt as the voices of the group of heroes he was with increased in volume with the more they argued. It was over small simple things. Tony would suggest one plan, and the ragtag group of aliens would refute it with something completely ridiculous. Like a dance-off to save the galaxy? Is that _even_ possible? All Peter knew was that Thanos was a serious threat to the galaxy and they needed to do something _now._ Panic welled up in his stomach as he thought about his so called 'dream'.

_"I don't wanna go." His vision was blurring in and out, and his head was starting to feel fuzzy. With alarm, he realized he couldn't feel his hands or legs anymore. Dread settled in his gut as he turned his head slightly on Tony's shoulder to look at his hands. Even with his vision impaired, he could see exactly what was wrong with his hands._

_ Some of his fingers were gone._

Peter didn't know if he could handle going through that again. It was an experience he never wanted to repeat. It had been disconcerting to realize that he had literally been turning to dust before his own eyes.

_"Please." He could barely feel Tony setting him down on the ground. Another wave of pain wrecked havoc throughout his body, making his tight grip on his mentor slacken. _

_ "I don't wanna go." Maybe if I say it enough this won't be real, Peter thought to himself hysterically. This can't be real._

Peter took a deep breath, trying to dispel the memories attempting to surge to the front of his mind. He can't think about it now. If he did, he'd never muster up the courage to face Thanos again. Looking at the group now, his frustration couldn't help but grow. Couldn't they see how dangerous Thanos was? Did they not know the risks?

He had seen the others fade before him, turned to dust in a matter of seconds. Peter's death hadn't been so quick. He had felt his body's enhanced healing trying to piece itself together as was turning to dust. The result left Peter in excruciating pain as the snap and his enhanced healing worked against each other. It had been the most Peter had ever been in his entire life.

It made him _afraid._

Thanos had done that with a simple snap of his fingers, imagine what he could do with a little more effort.

Not to mention, the fact that Peter remembered every detail of his death made him think that this 'dream' was something more. It made him fear for what was to come. Dreams weren't supposed to physically hurt a person, but what if Thanos was the cause of this dream? Peter was so confused and frustrated. He didn't know what to do. He didn't know what to say. He briefly wondered if he should say something to Mr. Stark, but he had quickly dismissed the idea. Peter didn't need anyone questioning his sanity when they needed to save the universe. His mental health could wait, there were too many lives at stake for Peter to make his mentor worry about him.

The danger presented was too great.

Which only served to make Peter's frustration with all the arguing greater than it already was.

The main point of Peter's frustration was that he had heard every single word before. He knew exactly what they were going to say. And none of it would save them from what was to come. They needed a plan that would actually _work. _

Peter was snapped from his thoughts when the group turned their attention to their resident wizard. He was looking into the future again. Peter walked over to the man along with Mr. Stark, but Peter already knew what Dr. Strange would say. Fear and dread of the wizard's words made his stomach churn uncomfortably.

They did not have good odds.

The wizard was gasping for breath. "I went forward in time to view alternate futures. To see all the possible outcomes of the coming conflict."

"How many did you see?"

"14,000,605"

"How many did we win?"

"One." Peter gulped._ Yup, definitely not good._

Then the wizard turned to look at the teen standing off to the side of Mr. Stark. Dr. Strange paused, as if he saw something odd in Peter, and gave him a weird stare. It made Peter slightly uncomfortable. Slowly, the wizard raised one hand, holding up one finger. If that hadn't already emphasized their terrible odds, it was the word that Dr. Strange mouthed to Peter.

_"One."_

And the wizard just continued to stare at him.

It was unsettling to say the least.

But what unsettled Peter more, was that he was fairly sure this hadn't happened in his so-called 'dream'.

…..

_No._

_ Nonononono._

He can't do this.

_Not again._

He couldn't stop his rising panic at the sight of his comrades turning to dust. Quickly, he looked down at his hands. They had been the first to go last time. With sudden horror, he realized that he was going to die. For the _second time._ The first time he hadn't completely understood what had been happening. He had just seen everyone disintegrating before his eyes, and the next thing he knew he was gone along with them. He hadn't understood the concept of death before. He had never thought he would die. Peter thought he was invincible. Mr. Stark had told him that this job was dangerous. He understood, but he never truly believed it would be him who would bite the dust. But this time, _he knew._

_"I don't…. I don't know what's happening." That was a lie. He knew exactly what was happening. He was going to die, just like the others. He just didn't want to accept it, and he wasn't going to._

He knew his future fate.

_Or did he?_

Peter was fairly sure his enhanced healing had prevented him from immediately disappearing like the others. But his healing was a double edged blade, it kept him alive longer, but it had caused him more agony in the end. The healing factor kept trying to piece him, but it had been no use. The snap was inevitable, and it was happening _again._

Unwanted tears streamed silently down his face as he watched his hands disappear before his own eyes.

_"I don't wanna go, sir." He watched as more of his hand faded away before his eyes. The charred ashes of his skin dissipating as they flew in the air._

It was almost too much to handle. Peter was recalling his memories of death while simultaneously reliving it. He hated that he could do nothing. He couldn't stop the memories. He couldn't stop this happening again. He couldn't stop Thanos.

He hated being so…

….weak.

He was supposed to be a hero, but here he was needing saving.

"Mr. Stark…" Peter called out weakly to his mentor.

And suddenly hands were wrapping around his chest, engulfing him in a hug.

"You're going to be alright kid." Tony's voice cracked with anguish. "I promise."

Now that was a blatant lie.

And they both knew it.

"I don't… I don't know what to do." Peter sobbed as he felt himself disappearing by the minute.

_"Please." His voice came out in a cracked whisper, only loud enough for Tony to hear his last word._

_ His eyes still turned to the sky, he finally relented his grip on reality to the power of the infinity stones._

_ And then there was nothing._

"Help me… please. I can't do this." Peter was crying hysterically now, with what little breath he had left. "Not again."

Peter hugged Tony tighter as his vision blurred into a swirling mass of various colors. He just had to hold on a little longer.

_"Save me."_

Just a little longer…

_"Please."_

He couldn't hold on.

…..

_Life: 3_

_ Beep._

_ Beep._

_ Beep._

His alarm blared as obnoxiously as it did every day, which annoyed Peter to no end. Why couldn't he sleep in one more minute? It's not like it would affect whether he was late to school or not. Peter was always late. Waking up early would not change that.

Sp Peter laid in his bed calmly trying to ignore his alarm.

And then he remembered.

Peter shot out of bed with a gasp. _What day was it?_ That was his only frantic thought as he snatched his phone off of his desk. Quickly turning the device on, he checked for the date.

_Crap._

It was the day of the field trip.

_Again._

The thought of facing Thanos again made him sweat nervously. He couldn't help it. He was completely and utterly afraid. And he didn't want to go.

He couldn't.

"Peter! You're going to be late for school!" Aunt May once again called out to Peter from somewhere in the living room.

And then Peter lost it.

He sat on his bed sobbing into his hands. The hands that had previously been turned to dust.

_Some of his fingers were gone._

Crying quickly morphed into rage. _Why him?_ Peter screamed in frustration, letting out all his emotions from the past few days.

Or just the one.

The day he died.

Twice.

Standing up with a huff, he grabbed his still blaring alarm and threw it will all of his enhanced strength into his bedroom wall. Upon impact, the clock broke into a million pieces, scattering across the room. Some of the pieces even hit Peter, cutting into him and making small wounds.

But he couldn't bring himself to care.

Why did it matter if he was going to die anyways?

It was inevitable, as Thanos so helpfully had pointed out. Peter would live through this day and he would die. Peter would turn to dust and half of the universe would die along with him. He knew the future.

His 'dream' hadn't been fake, and it hadn't been deja vu either.

Peter had been repeating the day. He could see it now, there were small differences between the two days but it hadn't been enough. Thanos still won. _But, _Peter realized, _I hadn't tried to change anything either_. There were a few differences between the two days he had lived and he didn't change much between them. Maybe he had said a few things differently but it had been enough to affect the rest of the day slightly.

_"How many did you see?"_

_ "14,000,605" _

_ "How many did we win?" _

_ "One."_

And then it clicked.

14,000,605 possibilites.

14,000,605 lives.

One victory.

And with the look Dr. Strange gave him?

_Then the wizard turned to look at the teen standing off to the side of Mr. Stark. Dr. Strange paused, as if he saw something odd in Peter, and gave him a weird stare. It made Peter slightly uncomfortable. Slowly, the wizard raised one hand, holding up one finger. If that hadn't already emphasized their terrible odds, it was the word that Dr. Strange mouthed to Peter._

_ "One."_

The wizard definitely had something to do with this. He had mentioned an endgame but Peter had believed it wouldn't involve him. Most plans would have been left to the older, more advanced heroes. But it seems Peter was wrong about that.

He was involved.

And now he was left with the sole responsibility of saving the universe.

_Well, shit._

**Here's chapter 2! I hope you guys like it! I don't know when I'll be able to get the next chapter out because I'm going on vacation soon but I'll try my best to update soon.**

** Anyways, as always, feel free to favorite and review! And thanks for reading!**

** Oh, and disclaimer: I don't own marvel.**


	3. Will it be worth it?

_Peter gasped as he looked at the gauntlet in his hands. He finally had it. The Infinity stones were in his grasp. The object that everyone had been fighting over. The ultimate power of the universe._

_ He had been through so much just to get his hands on this power. He had lived and died over a million times. He had seen comrades die before his eyes. Some of them had died for Peter, others had been dusted, and a few had even been killed by Thanos' hand himself. _

_ It was all to get this. Millions of plans, and this had been the only time they had gotten the gauntlet. This was the one. Peter was sure of it. There was no way that it wasn't. If it wasn't…. Peter wasn't sure what he would do if it wasn't. There was no other plan that he could come up with. No other solution. No other victory._

_ This was their one victory._

_ It had to be._

_ There had been too much sacrificed otherwise. _

_ But, suddenly, Peter doubled over in immense pain. Choking, Peter glanced down at his stomach and immediately paled. There was a blade protruding from his midriff._

_ NO. This couldn't happen. Not now. Not after all Peter had been through._

_ He finally had the gauntlet._

_ He could WIN._

_ And then a voice whispered next to Peter's ear. "I am inevitable."_

_ And the blade was ripped out of Peter's stomach with a dark chuckle from the purple titan. Peter's legs collapsed beneath him, lacking the strength to hold him up any longer. He clutched his stomach with one hand, and desperately tried to hold onto the Infinity gauntlet with the other. He couldn't allow Thanos to get it back. Tony had died for Peter to get it. Peter couldn't allow his sacrifice to go in vain. Thinking quick, he sprayed the wound in his midriff with a large amount of his remaining webs. Hopefully that would keep him from falling apart. Shuddering as he gasped for breath, Peter tried to weakly kick Thanos with one foot while trying to push himself backwards with one hand on the ground._

_It was no use._

_ Thanos only laughed at his feeble attempt to ward off the purple villain. "You were a fool for thinking that you could win."_

_ Thanos took deliberately slow steps, letting Peter know that the villain was in no hurry. When he finally caught up to Peter, the mad titan stomped a foot over his wounded stomach, effectively pinning him to the ground. The force of Thanos' foot connecting with his midriff made Peter gasp in pain, his free hand immediately moving to try to grasp Thanos's foot and try to free himself. It was useless. His hands desperately pushed at the weight pinning him down, but the foot would not budge. _

_Tears streamed down his masked face._

_ He could do this. He could beat Thanos. He had to win._

_ There was no other option._

_ Peter choked out a sob as he shoved the gauntlet over his hand. He would do what he had to. And he wouldn't let anyone stop him. _

_ He was dead set on fixing everything._

_ And then…. _

_ ….Maybe this nightmare would finally end._

_ Thanos, seeing the action, immediately acted and grabbed the wrist of the gauntlet. Only, Thanos wasn't scared of the power Peter had just acquired, he was amused._

_ Thanos chuckled darkly at Peter's desperate actions, and his grip on the gauntlet tightened, the metal indenting from the pressure."Children like you were never meant to hold this power. Only the chosen like me are worthy of it."_

_Peter gasped in agony as another sharp stab of pain ran through his stomach. The stab wound bleeding though the webbing he had placed over it. Refusing to let his pain deter him from the task at hand, Peter struggled to close his hand. _

_ "You…" Peter's voice was filled with hate. Never before had he hated someone as he hated the alien… no, monster before him. "… Will…"_

_ His fingers twitched as the metal of the gauntlet crumpled, crushing his wrist._

_ He screamed._

_ But he refused to let Thanos have the last word._

_ "….NEVER be worthy!"_

_And then he snapped his fingers._

_ The world became a blur of colors and pain. He couldn't make sense of anything. He was simultaneously being ripped apart and put back together. It was similar to being dusted but completely different at the same time._

_ The difference was that there was no coming back from this. With this snap, he was fixing everything. But, in the process, he was destroying himself. _

_ But, he couldn't bring himself to care. _

_ Not after this nightmare._

_ Well, if he had to go then he was taking the stones with him. They had too much power. They had destroyed too much. No one should ever hold this amount of power in their hands, and no one ever will. Not again._

_ Peter clenched his teeth as a burning smell reached his nose. The stones surged with an immeasurable amount of energy. It was taking all of Peter's willpower to control it and prevent it from destroying everything around him. Energy crackled around him, charging the air with the smell of burnt flesh. He valiantly fought to keep everything under control but with another influx of power, everything spiraled out of his grasp. _

_ His free hand grasped at the ground underneath him, trying to tether him to some semblance of reality. He was trying to hold on as long as he could. Mr. Stark had made him promise to continue on for him. His mentor had begged Peter to live, to save himself and get as far away as he could from the battle. It had been Mr. Stark's last words, and Peter couldn't deny him the last request. If only so Mr. Stark could rest in peace. _

_Peter lied._

_ Peter knew that at the end of the day he wouldn't survive. He never did. Out of each life he lived, he died only to wake up on the same day. The day that Thanos invaded. It didn't matter how long he survived. Days. Years. He always died by the hands of Thanos. He knew this. It was practically a fact by now, given with the amount of lives he had lived._

_ So, with a deep breath, his lungs shakily taking in air, he let go._

_ He let the energy of the stones take over._

_ He let it destroy him._

_ He had already given up on trying to hold himself together, the hole in his stomach wouldn't stop bleeding no matter how much webbing he put on it. After all, what was the point if the stones were going to kill him anyways?_

_There was only one thing Peter cared about; Was it worth it?_

_ Would sacrificing his life be worth the result?_

_ Would he be able to fix everything?_

_ Would Mr. Stark be able to forgive him?_

_ He couldn't breathe, the heat of the power emanating from the stones made him choke. The rising temperature added to the sweat building up underneath his mask. The fabric felt constricting, trapping him, refusing to let him get precious oxygen. His suit was melting under the sweltering heat, he could feel it burning on his skin. It was becoming attached to his skin. _

_ But he couldn't focus on that. That one question was on the forefront of his mind, taking priority over everything else._

_Was it worth it?_

_ The energy built up to it's crescendo, no longer being able to contain itself within Peter's body. With a scream, the energy burst out from around him, resulting in a large blast. The blast threw Thanos off of him and into the ground a mile away. The excess energy dissipated with a crackle, sparks of electricity floating in the air._

_ He held onto consciousness until he saw Thanos' army disappear into ashes and the fallen Avengers reappear with his snap. The sight reassuring him, he finally let his eyes close and let out one final sigh of relief._

_ The darkness welcomed him._

_ Was it worth it?_

_ He faintly felt hands on his body, checking for a pulse, and trying to wake him. _

_ "Peter, kid. You promised. Wake up kiddo." There was a choked sob. "You promised to save yourself."_

_ It would be worth it._

_"Don't leave me Peter."_

_ Only if he didn't have to relive that day again._

_ Only if he didn't have to relive that nightmare._

_ Only if this was their one victory._

_ One out of 14,000,605._

…..

Dr. Strange felt numb, he was stunned by his visions. This couldn't be. There had to be a better way. So far, this had been his only vision to have a remotely positive outcome.

But it had still come with a too high price.

The wizard stole a glance at the kid standing next to Tony Stark, animatedly talking about how cool it was to be in space. The billionaire simply looked at his protege with an amused and indulgent smile. The sight made Dr. Strange quickly avert his gaze. He didn't have a right to intrude on a private moment between the mentor and the kid.

Not with what he had to force the kid through.

Guilt grew at the bottom of his stomach as he prepared the time enchantment to put on the kid. It was the only way to ensure that they would win. Peter had to live through the failures and defeats of the 14,000,605 in order to make the sacrifice necessary for their victory. He would only understand and be willing to do what it takes only _after_ seeing what Thanos is capable of.

The only problem Dr. Strange had with this plan was that he wasn't sure that this was the only victory.

He wasn't sure that this was his only option.

Time is infinite, which leads to an infinite amount of possibilities.

But he only had the energy to view 14,000,605 possibilities. The stones may be all powerful but in order to wield a stone they extract a certain type of price from the user. There was a reason why no one had ever been able to wield all six infinity stones: using them comes with a cost. At the cost of the users life force. To use the power of all six stones could easily cost the wielder their life for even the most simple of wishes. Everything comes with a price, and the greater the wish, the greater the price. Using the stone now, his life was cut shorter and shorter.

But it was worth it if he could save the universe from Thanos.

So, he cast the enchantment on the kid, hopefully ensuring that they would win at least once. The enchantment would bring Peter back to this day every time he died so that he would have another chance at victory, but as with all things, the enchantment had its own restrictions. For one, Peter only had 14,000,605 chances to win. It wasn't guaranteed that he would win in a single one of those lives, but Dr. Strange could only hope that it would be enough. Another was that once Peter won, that was it. It didn't matter how high the cost or if they barely managed to win over Thanos, that one victory would become permanent in their timeline. Dr. Strange couldn't take the chance that the 14,000,605 lives would end with a loss, because once the kid reached the 14,000,605th life it would become their reality.

No matter what.

Dr. Strange wished he could do more to help the kid with his journey but there was nothing more he could do. He had already given his life. Using the stone to see the future _and_ to place the enchantment on the kid guaranteed that he would cease to exist at the end of the 14,000,605th life. That was simply the price of the time stone, but Dr. Strange would gladly pay it if it meant that they could get that one victory.

With the 14,000,605 lives, Peter actually had a chance to save them all.

Dr. Strange just prayed that the one victory would turn out better than the one he had seen in his visions.

…..

This discovery left Peter reeling in shock. Reliving a single day repeatedly was practically unheard of, it was fantasy even.

It was like a remake of the movie Groundhog Day.

But this wasn't a movie, this was his _life._

And the last thing he wanted was to relive the same day over and over again.

"Peter! You should really start swinging to school! It starts in five minutes!" His aunt yelled out a reminder from the other room, where she was getting ready for work.

"Ok Aunt May! I'm leaving now!" He shouted back to reassure his aunt, and promptly leapt out the window.

If only he was actually going to school. There was no point in going if the planet was going to be invaded, and Peter was sure his aunt would forgive him for that but that didn't keep him from feeling a little guilty about lying to his guardian. Instead of heading to school, he was swinging to the local park. He was heading to the place where this journey had started for him. He was sure Mr. Stark would be headed over here. After all, this was were Peter had saved his mentor from being pummeled into the ground by that creepy alien.

He would wait here and plan for the inevitable. The sooner he saved the world from Thanos, the sooner he could go back to his normal life. Well, as normal as his life could get. Which wasn't very ordinary if one thought about it long enough, but the point was, he needed a way to fix everything.

He needed a _real_ plan.

For his past two lives he had simply been along for the ride. He had had no clue on what to do. He was just a kid wrapped up in something that was too big for him to handle. He was way in over his head. For Pete's sake he knew the future, and he still didn't know what to do.

"Think, Peter. _Think._" He muttered to himself as he landed on one of the trees in the park.

_Well, where did it all go wrong?_

That would be the best place to start. It would be an easy fix if he could just figure out when everything turned for the worse and just change that. He mulled over the thought for a bit, then suddenly everything clicked into place.

_"You're not so strong now, huh? Where is Gamora?" Star Lord demanded answers from the restrained alien before him._

_ "My Gamora." Thanos uttered the words with the most emotion he had ever seen from the titan._

_ "No, bullshit! Where is she?"_

_ "He is in anguish." The empathetic alien, Mantis, struggled to hold control over Thanos and prevent him from lashing out at the group._

_ "Good." Star Lord said the word with a sense of retribution._

_ "He… He mourns." _

_ "What does this monster have to mourn?"_

_"Gamora." The half-robot alien woman stepped forward with understanding._

_ "What?"_

_ "He took her to Vormir. He came back with the Soul stone. But she didn't."_

_ And then everything went to hell._

That was the moment they failed. The moment Star Lord lost it was the moment they lost the war. Peter just had to prevent that from happening then everything would be fixed, _right?_

Simple.

He could fix this.

…..

When Mr. Stark came crashing into the park he was ready for it. He had been waiting for about an hour, anticipating the moment that the fight reach the place was hiding out. Peter sat in his hiding spot in the trees, holding out for the exact moment he could leap in and saved Mr. Stark from getting crushed. He couldn't afford for anything other than stopping Star Lord to change from his previous lives. Even minuscule changes could have a drastic effect on how this timeline plays out. Everything had to stay the same except for that one change.

Everything had to be _perfect._

Finally he saw his chance. He swung in and caught the alien's hammer. "Hey, man. What's up Mr. Stark?" Peter tried to stifle the nervousness in his voice.

"Kid, where'd you come from?" His mentor was honestly surprised to see him there.

"A field trip to—" Peter was cut off as a hand grabbed him and flung him to the side like a rag doll.

He quickly got back up and rejoined the fight, hoping that he was acting everything out the exact same. "Uh, what is this guy's problem, Mr. Stark?"

Ok, so far everything was running smoothly.

He could keep up the act.

_I hope,_ Peter clung onto that thought like a lifeline as he continued the fight, reliving his previous two lives.

…..

"You're not so strong now, huh? Where is Gamora?" Star Lord sauntered up to Thanos with unmatched confidence and demanded the answers he wanted from the restrained alien.

"My Gamora." Thanos uttered the words with the most emotion Peter had ever seen from the titan. It was actually kind of sad to think about it, the alien had sacrificed his own daughter in pursuit of more power. Peter was glad that his uncle had cared and loved him like his own son. He could never imagine the man he loved as a father figure giving him up for anything.

"No, bullshit! Where is she?" The sharp tone was a cover up for the pain underneath. Peter theorized that the man had already known what had happened to his lover. Star Lord had just refused to acknowledge it until the others had brought it up.

"He is in anguish." The empathetic alien, Mantis, struggled to hold control over Thanos and prevent him from lashing out at the group.

"Good." Star Lord said the word with a sense of retribution. Peter could practically see the man's thoughts: Thanos deserved to suffer for all that he had done.

"He… He mourns." Mantis stuttered as continued to try to keep her grip on Thanos' forehead.

"What does this monster have to mourn?" The other alien in the group was indignant at the thought that Thanos could actually care for someone other than himself.

"Gamora." The half-robot alien woman stepped forward with understanding.

"What?" Star Lord glanced back at the woman, switching his attention from Thanos.

"He took her to Vormir. He came back with the Soul stone. But she didn't."

Peter was ready for this.

"Oh, no you don't!" With one hand still locked firmly on the gauntlet, he used the other to shoot a web at the enraged Star Lord. The web pinned him to the ground, effectively keeping him from interfering in the plan.

A few seconds later, with a triumph yell, the gauntlet was finally free from Thanos' grasp. Peter almost couldn't believe it. They actually had it. For the first time in forever, Peter was stunned into silence. He just stood there in shock and awe at the object he held in his hand.

"Kid?" A hand snapped in front of his face. "Hello? Anyone in there?"

Peter was knocked out of his stupor and looked up to see his slightly worried mentor. "Oh, yeah. I'm fine. This is just so surreal."

He stole another glance at the gauntlet in his hands. Peter just couldn't believe his eyes.

"Well, you better believe it kid. The Avengers just pulled off another win." Mr. Stark gave him a confident smirk. "Your first official victory as an Avenger, underoos. Congrats."

"Yeah." Peter gave him a small grin hidden from beneath his mask. "We just won."

But it was _too_ easy.

In a split second, a subdued Thanos became an enraged monster, lashing out at everything around him. He easily knocked Mantis off of his shoulders, throwing her into the debris of the alien ship they had arrived in. Dr. Strange immediately took action, using his magic to try to hold him down. Seeing the commotion, Mr. Stark joined the attempt to contain Thanos.

"Peter _run!_ We can't let him regain control over the stones!"

Peter took the billionaire's words to heart and _ran_. He lost track of everything around him, only focusing on the drum of his heartbeat and the pounding of his feet against the ground. At some point (he couldn't remember when), he was no longer running. Instead swinging from the remaining structures on the planet, trying to put as much distance between him and Thanos as he could. The further he got, the faster his heart beat. He couldn't see what was happening with the others. He wouldn't be able to tell if they won. He wouldn't be able to tell if they _died._

The mere thought of Thanos killing Mr. Stark made Peter panic. He couldn't do this alone. He would fail without Mr. Stark's help, and he would be forced to relive this day again. That was the last thing he wanted, but he couldn't bring himself to look back at the scene he left behind. He had to continue on, and if he looked behind him there was the chance that he might see something he didn't like. Then, there would be no stopping him from returning to aid in the fight and the gauntlet would be lost to Thanos. So, Peter refused to let himself take a glance, and tightened his grip on the gauntlet and _ran._

He ran like there was no tomorrow, because if Thanos got the gauntlet, half the universe wouldn't live to see the next day.

He ran and swung, alternating between the two depending on the structures he passed. Where the buildings were too dilapidated he ran, and where they were barely stable to hold his weight he swung. He traveled the alien planet until he ran out of energy to continue any longer. Coming to a stop, he hid among the debris and fallen buildings.

Peter gasped for breath as he clung to the gauntlet. _I'm okay,_ Peter tried to reassure himself. _The others will be okay. They'll survive. I have the gauntlet. Thanos can't use it._

Those thoughts didn't make him feel any better about their odds.

He looked down at the gauntlet and curled himself around it, clutching it to his chest.

_"Help me… please. I can't do this." Peter was crying hysterically now, with what little breath he had left. "Not again."_

_ Peter hugged Tony tighter as his vision blurred into a swirling mass of various colors. He just had to hold on a little longer._

_ "Save me."_

_ Just a little longer…_

_"Please."_

_ He couldn't hold on._

Peter cried at the resurgence of his memories. Why _now? _This was the worst time for his memories to haunt him. He couldn't deal with this now. He had to be brave. He had to keep the gauntlet from Thanos. He was the Avengers final defense against the destruction of half the universe.

But he was just a scared little kid who couldn't handle a few memories.

Why was he afraid? Peter berated himself. They were just memories, they couldn't hurt him. They weren't real. It was all in the past.

_No._

_ Nonononono._

_ He can't do this._

_ Not again._

_ He couldn't stop his rising panic at the sight of his comrades turning to dust. Quickly, he looked down at his hands. They had been the first to go last time. With sudden horror, he realized that he was going to die. For the second time. The first time he hadn't completely understood what had been happening. He had just seen everyone disintegrating before his eyes, and the next thing he knew he was gone along with them. He hadn't understood the concept of death before. He had never thought he would die. Peter thought he was invincible. Mr. Stark had told him that this job was dangerous. He understood, but he never truly believed it would be him who would bite the dust. But this time, he knew._

Peter's hands shook as grasped at the gauntlet, pulling it closer and closer to his body until he could barely breathe. He shuddered and closed his eyes, trying not to think about what he held in his hands. About what the object he held could do to him if in the wrong hands. He desperately tried to control his erratic breathing. His pulse was skyrocketing, heart beating rapidly.

If the memories weren't real, then why did they hurt so much?

Peter didn't know how long he sat there, curled up with the gauntlet in his possession. He just stayed there until he could control his body again. When the tremors running through his hands finally stopped, and when he could finally breathe again.

Shakily pulling himself back together, he checked the area for any signs of danger. He had a job to do. He couldn't break down here. He was the last Avenger for all he knew.

The _last_ Avenger.

Peter almost broke down again at the thought. He was _alone_, and stuck on a planet with no way of escape. He didn't know what to do. He wished that Mr. Stark was here, the man was a genius and he always knew what to do.

_That's it!_ The thought struck Peter like lightening. He would go back to the battle grounds and find Mr. Stark. Then, they could get a real plan together to take down Thanos. Peter knew that Mr. Stark had told him to run, but he was just a kid. Mr. Stark was one of Earth's greatest minds. If anyone could fix this mess it would be him. So, Peter would go back, but he would be careful. Peter refused to be the reason why Thanos won again in this life.

He would proceed with complete and utter caution. Peter made his way back to where they had confronted the mad titan. He crept around among the rubble and kept on guard for anything suspicious. It took him quite awhile to return to their original crash site, Peter hadn't realized how far he had run in his panic to get the gauntlet away.

But, when he arrived he regretted making the choice of returning.

Every single one of the heroes he teamed up with were slaughtered.

They were all dead.

Even Mr. Stark.

All.

Of.

_Them._

**Well, this is quite the emotional chapter :) I hope that you guys liked it! Also, the reviews for this story so far are amazing! They always make me smile :)**

** Has anyone seen Far From Home yet? It's so good! I should have a one-shot up for that soon, so if you guys want you can check that out once I have that posted, but idk when that will be. I might even have the next chapter of this story out before I finish the one-shot.**

** Anyways, thanks for reading! Feel free to favorite and review! And I'll try to get the next chapter out as soon as I can!**


	4. The Fallen Ones

"Peter_ run!_ We can't let him regain control over the stones!" There was a desperate edge to Tony's voice as he yelled out to the kid.

Not only did he want the gauntlet to be as far away from Thanos as possible, but he wanted Peter to get to safety. Currently, he was the thing Tony cared most about. He never wanted Peter to come with him on this space journey, but now that he was here, Tony would do everything in his power to ensure he got back to his aunt in one piece. He would never be able to live with himself if something were to happen to the kid. The guilt would eat him alive for the rest of his life. Although, Tony had an odd sense that he wouldn't survive his encounter with Thanos.

He had known ever since the Chitauri invaded Earth that something was coming. He hadn't known exactly what, but what he had seen in the worm hole was enough to make him fear for the future. It had made him so afraid that he had made mistakes because of it, and those mistakes had been grave. Ultron had been the fruit of his fears and it had almost destroyed the world. The very world that he had been trying so hard to protect. So, he had tried to dial back his anxiety. He tried to tell himself that everything would be okay, and forced himself to ignore the ominous feelings he had for the future. Even with his efforts, the feeling had never completely dissipated, which had led him to his next set of mistakes.

The civil war.

All he had wanted was to keep the team together. The world needed the Avengers if they were to survive what was coming. The visions haunted him endlessly. He saw his teammates die before him, each calling out for Tony to save them. Every night he had nightmares revolving around this doomsday event, and each one he was powerless to do anything to stop the events from playing out. To even have a chance at serving the massacre, they needed every hero on the same team. It was simple, they would never survive a war with the enemy if they were already fighting themselves.

Zemo was right.

_"An empire toppled by its enemies can rise again. But one that crumbles from within, that's dead. Forever."_

All Tony had wanted was to prevent their fall.

But all he had done was make more mistakes.

He hadn't wanted to sign the Accords, but for him, it was the best way to go. Ross had backed them into a corner, the public viewing them as threats to their general welfare. People fear when others hold too much power above their heads. They fear the instance in which those in power turn on them and use their abilities against the people they once protected. And eventually that fear builds up to a climax, to the point where they can't help but protest and begin to hate them for their power. That hate would eventually lead to the people calling for their governments to lock them all up like animals in fear of what they might do.

Not for what they have done, but what they think is a possibility.

And they would easily forget their previous acts of heroics in pursuit of regaining a sense of stability and security. They were too caught up with the future to remember their past actions. They wouldn't remember a time when they had looked at those heroes in awe. No, they would look to those heroes now and only see the power they held to abuse others.

So, Tony had to find a way to reassure the masses and put their name back into a positive light. Agreeing to work in tandem with the government was the best option they had. Currently, the public trusted the government, and not the heroes that they had once trusted with their lives. It was a simple fix: work with the government to keep their power in check, and the people would feel safe once more. Then, the Avengers would easily be more prepared to take care of any future threats that may arise.

He was so caught up in placating the people that he barely noticed the rift growing in the Avengers. He found that these new Accords only splintered the group instead of bringing them together like he had hoped. It wasn't supposed to happen this way, the Accords were having the opposite effect they had intended. Tony had to keep everything from falling to pieces, and the only thing he could think of to prevent things from getting worse was to try to convince Steve to go along with his plan.

_"Capsicle, we have to do this. Please, just trust me on this one."_

But things only escalated from there.

_"I'm sorry, Tony. I can't."_

If Steve wouldn't back down, then neither would he. He wouldn't let them split apart just like that. He would fight for what would help them in long run, and he would make the others see that this was for the best. What he had seen in his visions had truly scared him. He would do anything to prevent that outcome. _Anything_. This was the best way to accomplish that. So, he gathered a team and fought. He even found a local teen with newly found powers to join his new team. It was a good way to introduce the next generation of heroes, but he still wished things didn't have to happen the way they did.

The kid almost got himself killed in the battle. Tony had originally just brought the spiderling to give him some more experience on the job and bring him into the fold as a potential future Avenger but then he had gotten whacked by that giant man. Tony's heart had practically frozen as he stood there, watching as the kid was thrown to the ground in a potentially fatal way. He had ran over to the kid with a slight panic because _oh god, he just killed the kid. _When he saw that the spiderling was alright, he had let out a sigh of relief and left to go after Steve. He had to catch him and he was running out of time to do so.

He told himself that he had bigger things to worry about, but that still didn't stop him from feeling guilty about leaving the kid laying there on the harsh concrete. So, he told himself that he would make it up to underoos later, and tried to push thoughts about the spider-kid to the back of his mind.

He had to focus on Steve and Bucky so he could fix everything.

But things only got worse from there.

_"Sorry, Tony. You know I wouldn't do this if I had any other choice. But he's my friend." There was a desperate tone to Captain America's voice as he clutched his shield. They shouldn't be fighting, they were friends, and teammates. They had sworn to protect each other's backs, but here they were, fighting one another._

_ "So was I." Tony's voice cracked at the dismissal in the other's voice. What about him? How could Steve just forget about everything they had been through together?_

_ "This isn't going to change what happened." _

_As if Tony hadn't already known that, his parents had been dead for years, but that didn't mean it didn't hurt any less. He had just found out that his parents had been murdered._

_ And his so-called friend was protecting the person who did it._

_ In the back of his mind he knew that Bucky hadn't been responsible for his actions, but the rage was already controlling him. "I don't care. He killed my mom."_

Tony was a mess after the Civil War, to say the least. He couldn't sleep, he couldn't eat, and he poured himself into his work. He finished suit after suit, constantly tinkering away day and night until eventually, he couldn't bring himself to work in his lab anymore. He just couldn't find a point in all of it. He worked to make the world a better place, but how could he make a difference if everything he tried ended up making things worse?

And that's how he found himself one day staring at a glass of liquor in his hands. Before becoming Iron Man, he had done this often, drinking until he forgot all his worry and pain. It had always felt good for the night, but in the morning he always woke up and remembered what he had tried so hard to forget. So, he stared at the glass in his hands and wondered if it was worth it. He still hadn't taken a sip, but he couldn't help but wonder that if he would slip back into his old tendencies then maybe he could feel good about himself for once.

But it never worked like that, he knew that. It was more trouble than it was worth.

That's why he hadn't taken a sip of the glass in his hands_….yet._ He had just stared numbly at the two phones on his desk: one a throwaway flip phone, and the other his personal Stark phone. He didn't remember how long he had sat there, but he knew it had been for quite some time. Until, suddenly, one of the phones chimed.

He had half-expected it to be Steve, but he checked the flip phone only to see nothing. Sighing, he set the glass down and grabbed his other phone. It was probably work for the company or something of the sort, so imagine his surprise to see a text from Happy. His bodyguard almost never texted him first, usually Tony texted him and Happy responded grumpily.

_Happy: The kid's voicemails are starting to get on my nerves. Do SOMETHING about it. How am I supposed to keep up with security if I'm listening to his daily reports all the god damn time? It's actually impressive how much he can talk. I don't understand how you actually like listening to his voicemails. Just give the kid your number or something. Then you and only you can have the pleasure of listening to it._

Attached below was one of the accursed voicemails (according to Happy, Tony quite disagreed). Moving his thumb to hover over the screen, he clicked the attachment.

_"Hi Happy! Hi Mr. Stark! How's your day going? I hope good because my day's been pretty great. I got to help so many people today! Well, not everyone, earlier today I tried to stop this guy, cause I thought he was stealing this car. It turns out that he was just one suspicious looking guy because the car was actually his! It was so embarrassing, Mr. Stark. Ugh, I'm never going to live this down. There were all these old people yelling at me too! They got all mad because I webbed that guys hand to his car and my webbing lasts for awhile and I didn't know what to do everything just happened so fast. I mean I didn't want somebody's car to be stolen! I had to act quickly or I wouldn't have been able to stop him. I had good intentions but those guys wouldn't hear it!_

_ "It was so stressful and I was freaking out, cause you know, my job it to help the people, but here they were getting all mad at me. I just wanted to help! But anyways at least there were a bunch of other people that I totally helped out and— oh sorry I'm probably ranting too much. I know Happy complains that I talk way too much for such a short span of time. So, I'll just wrap this up! The suit is awesome Mr. Stark! I feel like I'm making a difference in all these people's lives! Well, except for that car guy…. I don't think he likes me that much anymore. Anyways, I'll see you guys later! Actually I haven't seen any of you guys since the civil war thing with Captain America, but like I mean I'll leave another report soon. Uhhh- I'll just go now before I embarrass myself more. Shoot! I didn't mean to say that out loud."_ There was a pause, and a curse that followed after._ "I didn't mean to say that out loud either! Just ignore this last part. Um, bye!"_

The message clicked to an end, and it left Tony staring at the screen, replaying the voice of Peter over in his head. He listened to the youthful optimism in the kid's voice and wondered how the kid could hold such hope in his heart for the world. He figured it was the naivety that all youth, but Tony was sure he had never held such innocent childlike tendencies. It only made him want to protect the kid more, he wanted for him to be able to hold onto those for as long as possible. He wanted to keep him from learning what the world truly was.

A cold place that would turn its back on you in an instant.

His gaze turned from his phone to the glass on the table with a scowl. In a single movement, the glass was knocked off the table and shattered into pieces all over the ground. The liquor that was once held by the glass was now splattered on the floor along with the shards of glass threatening to cut skin if one were to step onto it. Tony couldn't bring himself to care, he would clean it later.

He had to do better, _be better_. He wanted to be the idol that Peter believed him to be. And if he wanted to do that, then he couldn't let himself fall into the void of drinking away every night. He couldn't let himself fall back into his old habits. He had to be a different man for the kid, because he wanted to be a mentor for him.

Grabbing his phone, he started a text to reply to Happy.

_Tony: Go ahead then, you can pass on my number to the kid. You can also tell the spiderling to start leaving his reports on my voicemail. Unless of course, you still want him to leave them on your phone ;)_

For all Happy complained about the kid, Tony still knew that he had a soft spot in his heart for Peter. After all, Tony had known the man of years, and could tell when he was truly annoyed with a person. Peter was not one of those people, he tolerated Peter's rambling.

So, Tony had started texting Peter, learning more about the kids life, and trying to get more involved to become a better mentor. Some weeks he even got Peter over at the Compound, and they worked on inventions together till dawn. Other weeks, Tony flew over to New York City in his suit for a joint patrol with Spider-Man. After all, someone had to teach him the ropes, and what better way to teach the kid than to give him hands on experience?

And then the kid had become a part of his life just like that, a light burning so bright that it made him almost forget his past mistakes and just want to be there for the kid. He wanted to help Peter become a better hero than he ever was. He didn't want the kid to make the same mistakes that he did. He saw potential in him, the kid was smart and his heart was in the right place.

Thus, he vowed to protect Peter, so that he could eventually grow up to be the hero Tony knew he could become. He was a failure but he would help the kid if it was the last thing he ever did.

Because the visions, Sokovia, Civil War, they were all examples of his mistakes. And they were _big _mistakes.

Yet, he had tried so hard to make things better, but only proved to make things worse. The worst part about it all, was that he had tried so hard to prevent this but it was still happening anyways.

All of his mistakes.

_Worthless._

They had done nothing to stop Thanos. All of his actions hadn't even slowed the titan. He had tried to prepare the world, protect it, but nothing had helped at all.

_"I see a suit of armor around the world."_

He may have failed to prevent this, but he refused to give up.

He could still save Peter.

And he could still stop Thanos.

"You!" Tony pointed to the alien with the red tattoos, he hadn't bothered to learn any of their names. He had much larger issues to worry about. "Go free Missouri over there!"

The alien looked at him blankly. "Who?"

"Who else is pinned down with webs?!" He gestured to the leader of the rag tag group of aliens.

"Oh." The man uttered with understanding, but still made no attempt to move from where he was standing.

Tony growled in frustration. "Well, what are you waiting for?! Go do it!"

Drax scurried over to Quill and used a blade to cut the webbing off of him. "You could have just told me to free Quill!"

_"I did!"_ Tony indignantly shouted back at the man.

Tony shot off another blast as Thanos, pushing the titan back a few feet. Quill, recently released from the restraints holding him down, joined Iron Man in blasting the titan. It was all in the attempt to push him back further, as long as they could keep their distance then they could restrain Thanos once more. Thanos didn't have any long range weapons other than the gauntlet, which was now in the possession of Peter, so it was imperative to keep out of reach of Thanos. Just because he no longer had the gauntlet didn't mean that he didn't pack a punch. After all, he was a warlord before gaining access to even a single stone. He had needed considerable skill to conquer other worlds.

Still, Thanos would be no match for the combined efforts of these heroes.

Across from the billionaire, Dr. Strange conjured magic strings to grab onto Thanos and hold him back from rushing to retaliate at Iron Man. Thanos struggled and fought against the ropes pulling him backwards. When it seemed that he was making a little progress forward, he suddenly turned backwards and ran at Dr. Strange.

"Quick, pin him down!" He shouted for one of the others to tackle Thanos as he prepared the launcher in his nanotech suit to shoot off a device to lock Thanos to the ground.

Nebula streaked by, knocking Thanos off of his feet and into the ground before he could reach the wizard.

"Be ready to move in 3…2…" Tony shot off the device. _"…1!"_

Nebula maneuvered out of the way of the device, throwing herself off of Thanos. The device fastened itself to the titan's chest, binding him to the floor beneath him. Thanos initially struggled against the the device affixing him to the ground, but when it proved to hold fast under his efforts, he quit his attempts to break free. Although, instead of looking defeated, Thanos simply started to laugh. It first started out as a low chuckle, but in a few seconds it grew into a deeper chortle.

"Do you think that this is all it takes to take me down? I am _destined_ to wield the Infinity Stones, and _no one_ can stop destiny."

"Destiny my _ass._ We beat you, Thanos. There's no use in denying it." Tony snarked at the restrained titan, all the billionaire wanted to do now was go back home to Earth. He was sure Pepper was worried enough by his absence.

Suddenly, a blade was held to Tony's throat, threatening to slice his skin.

"Release him." A feminine voice gave a warning whisper into his ear.

"_Please._ What are you going to do? _Kill me?_" Tony barked a short laugh. "I'm practically already a dead man, being a superhero isn't exactly all sunshine and rainbows."

"Just do it, or I'll kill _them._" The woman gestured with her free hand to the other heroes standing around Thanos. It was then that Tony noticed that they were all surrounded by rabid aliens.

"Eh, I don't really know these guys. So why should I care if they die?" Tony gave a noncommittal shrug, not fazed by the weapon by his throat.

The unseen assailant behind him gave a growl of frustration. She clearly wasn't getting what she wanted.

"_Fine._ I'll do it myself." The blade was removed from his neck only for more of the mindless aliens to circle around him.

No longer threatened by a weapon, he brought a hand to touch at the spot the knife had been held to his throat. When he pulled his hand away, he found that there was a smear of blood across his fingers. Apparently the woman hadn't been kidding about slitting his throat.

_Oh well, just part of the job._ Tony thought detachedly, he knew that one day the job would kill him and seemingly that day was today.

So, he stood and watched as his attacker walked over Thanos to free him. First, she tried to use her rather sharp blade to cut the metal nanotech device off of the titan but it was to no avail. Although, it was made of rather advanced tech, so it was no surprise that she couldn't make a dent in the device. Eventually (in actuality only a few minutes had passed), she threw her sword to the side and gave up on using it to free Thanos. Tony watched closely as the woman closed her eyes and drew in a breath, focusing on _something._ Abruptly, the nanotech metal started creaking and bending as some of the aliens surrounding them jumped on the device to tear it off of Thanos. He watched as his technology was reduced to scrap as it bent and twist under the assault of the beasts. Finally, the pressure became too much for the device to handle and it snapped off of the titan.

Tony gave a small huff in annoyance. Some of his best work, torn down by a few aliens in just a few minutes. The billionaire swore that he would invent better if he ever got out of here alive, but the likelihood of that happening was slim to none. Tony knew he probably wasn't going to make it out of this one.

Now freed of being pinned down, Thanos was able to get back on his feet, brushing off dust that clung to him. He took in the scene that lay before him then turned his attentions to his rescuer.

"Good work, Supergiant." There was a small hint of pride in Thanos' voice.

"Of course, _father._" The now dubbed Supergiant bowed her head in response to the compliment.

Thanos turned to have one last glance at the superheroes who had almost beaten him. Alas, the key word was _almost._ "Any last requests?"

"Yeah, I have a last request for you ugly purple grape. I want to know how they got here." Tony snidely motioned to Supergiant and the other aliens. "They obviously didn't come here with you, and you no longer have the stones to bring them here with."

Thanos chuckled at the billionaires snarky attitude.

"I have conquered many worlds during a duration of many years. It takes a certain kind of man to be able to achieve all of this, as you may very well know, _Stark._ I am one of those men. Therefore, I am competent enough to leave a general to look over the rest of the universe while I am in pursuit of the stones. After all, I have balanced many worlds and I must have commanders to maintain that balance for me. Supergiant here, happens to be one of those generals tasked with maintaining the balance I have graciously gifted to those worlds. It was very simple for me to contact her from there." He brought a hand up to gesture to a small device in his ear, glimmering a silvery blue.

Thanos' voice morphed into a pretentious tone. "Don't blame yourselves if you didn't notice. Earth's technology is rather primitive and this device I have here happens to be equipped with cloaking technology."

During this whole time, Thanos had been walking around, making eye contact with each and every hero. With his last words, he spin to stare directly at Tony. "So, the answer to your question is quite simple: I have the resources, intellect, and drive to get what I want. And, more importantly, I am _destined_ to win."

"You never had a chance." The titan snorted at the thought, and switched his gaze from Tony to his general.

"Kill them." The order was simple and cold, not a single hint of emotion in Thanos' voice.

The Outriders, the mindless servants of Thanos, attacked at his command. Well, not really, simply they were no longer held back by his 'Child'. Unbeknown to the heroes, Supergiant had telepathic abilities and was coordinating (aka mind-controlling) all of the Outriders. That was part of the reason how the mindless aliens had circled around the group without attacking the group instantly, but it wasn't like that mattered much.

They would die either way.

And so the Outriders pounced on their prey.

…..

The group of heroes lay dead before him. His breath got caught in his lungs, eyes tearing up as he took in the sight around him. A flash of red and gold immediately caught his eyes. Peter practically stumbled over his feet to rush over to his fallen mentor's side.

Peter fell to his knees as he reached the man. He desperately grabbed at the arc reactor in the billionaire's chest, putting his ear to his chest, attempting to hear a heartbeat.

_"No…"_ Peter whispered in disbelief, this was the first time Mr. Stark had died.

In his past two lives, he had always died in front of the eyes of Mr. Stark. Every time, Peter had wished to live. He wasn't ready to die, but now that he was alive and Mr. Stark was dead, it was almost worse. He never wanted to see his idol fall, he had thought that the man was invincible.

For all his life, he had looked up to Tony Stark. He had thought that he would always be there to help Peter, but he had thought wrong.

Still desperate, he frantically tried to check for a pulse. Alas, there was no difference in the man's health. Although, Peter should have known that he wouldn't find a pulse, the man before him was completely covered in scratches and wounds, but he still couldn't quite give up hope for Mr. Stark's survival. The injuries were so extensive that Peter could barely tell that it was his mentor lying on the ground. The only reason Peter could identify the man was the arc reactor and iconic red and gold armor.

Choking on sobs, Peter ripped his mask off his face when it became too hard to breathe. His breath came out in short shallow gasps, the weight of this development finally sinking in. The world spun around him, making his head feel fuzzy and numb. He hated the feeling. He hated watching his loved ones die in front of his eyes. He hated Thanos.

But most of all, Peter hated this day.

He never wanted to relive it again.

"_Ahhh,_ so the spider comes back to play." It was a voice that Peter recognized only too well.

Peter said nothing, still staring in shocked silence at the body in front of him.

"I would like to thank you for bringing the gauntlet right back into my hands. That will make it easier on my part."

At that, Peter brought himself back to his feet, his legs shaking under his weight. His eyes teared up when he forced himself to look away from Mr. Stark and meet the gaze of titan.

_"You killed him."_ Peter's voice came out in a dangerously low whisper.

Thanos smiled. "Well, not me exactly, but _I did_ give the order."

Peter glanced back at the gauntlet strewn next to Mr. Stark's body, forgotten in his panic. Hastily, he picked the gauntlet back up with one hand, the other still grasping his mask.

"You can't stop destiny, child." Thanos almost seemed disappointed in his decision to fight.

At first, Peter didn't respond. He didn't know what to do. He wouldn't win in a one on one fight against Thanos. He still had no idea what had happened to the other heroes. He needed to get away and come up with another plan. He needed to take a breather, because he couldn't win when he could barely handle the death of his mentor.

He was still staring down at the gauntlet he held in his hands when a thought stuck him. _I can leave the same way Thanos got here. _

Peter remembered sticking to one of the fallen ships on the planet when he saw Thanos exit out of some sort of swirling blue portal. The option hadn't been open to him before, but now he was in possession of the gauntlet. He could go back to _Earth._

With a determined look in his eyes, he defiantly smirked at Thanos. "No, but I can try!"

With that, he shoved the gauntlet on his arm and snapped, a giant blue portal engulfing him.

He was finally going _home._

He only wished Mr. Stark was coming back with him.

**Whew! This was a long chapter! This is the longest I've written so far, it's over 5,000 words.**

** Soo, I researched more about the Children of Thanos for this story because I could totally use them for alternate versions and it turns out that in the comics there's one more not seen in the movie. So I was like perfect, I could totally use this :) and that's who Supergiant is. **

** Anyways, I hoped you guys liked this! I know there's much of Peter in this chapter, but next chapter he's going to Earth! And we all know what battle is happening on Earth in this part of the movie…. ;)**

** Feel free to favorite and review! Thanks for reading!**


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